NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 23, 2018

Resolutions requiring the approval of the Extraordinary General Shareholders’ Meeting (resolutions eighteen to twenty-one) Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the Company's capital reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members (resolution eighteen) Resolution eighteen asks the General Shareholders’Meeting to delegateauthorityto the Board of Directorsto decideon a capital increase without preferential subscription rights reserved for members of employee savings plans, up to a par value limit of fifty (50) million euros. Such a capital increasewould be aimed at closelyaligningemployeeswith the Company’sdevelopment. This capital increase would be deducted from the overall ceiling of €1.5 billion decided by the General Shareholders’Meeting of May 23,2017, in resolutionfourteen. If the Board of Directorsmakes use of an authority delegatedto it by your General Shareholders'Meeting, it will establish,at the time of its decision, if necessaryand in accordancewith the law and the regulations, a supplementaryreport describing the final conditions of the transaction and indicating its impact on the situationof the holdersof the capital stock or securitiesproviding accessto capital,particularlywith respectto their share in equity. This report, along with any report by the Statutory Auditors, will be made availableto the holdersof the capital stock or securities providing access to capital and then brought to their attention at the next GeneralShareholders'Meeting. This delegation voids, as applicable, any unused part of the delegation granted in resolution twenty by the General Shareholders’Meetingon May 23,2017, with the stipulationthat the Mauve 2018 share ownershipplan in progressat the time of this meeting had been approvedby the Board of Directors at its meeting of November 7, 2017, based on resolution twenty adoptedby the CombinedGeneralShareholders'Meetingof May 23, 2017. A detailed descriptionof the Company’sbusinesssince the start of the fiscal year underway is included in the 2017 Natixis registrationdocument. A summary of the methods for determiningthe issue price are includedin the table appendedto this report.

as directors, following their resignation, for a period of four (4) years terminating at the end of the General Shareholders’ Meeting convened in 2022 to approve the financial statements for the fiscal year endedDecember 31,2021. To balance out the number of directors’ terms of office expiring every year, the above “procedure”is expected to be applied at the next AnnualGeneralShareholders’Meetings. Acknowledgment that the mandate of a principal Statutory Auditor and a substitute Statutory Auditor have expired, and non-renewal of said mandates (resolutions fifteen and sixteen) In resolution fifteen, shareholders are asked not to renew the statutory auditor’s mandate of the firm Mazars S.A. which expires at the end of the next GeneralShareholders’Meeting,as Natixis complieswith its legal obligationsin terms of number of auditors(Article L.823-2of the FrenchCommercialCode). In resolutionsixteen,shareholdersare asked to acknowledgethe expiry of the mandate of substitute Statutory Auditor FranckBoyer and not to providefor a replacement(contingenton the adoption of resolution 19 pertaining to the amendment of Article 19of the Company’sbylaws). Trading by the Company in its own shares (resolution seventeen) Resolutionseventeenasks the GeneralShareholders’Meetingto renew, for a period of 18 months,the authorizationto buy back sharesallocatedto the Boardof Directors. The Board of Directors would thus be authorized to set up a treasuryshare buybackprogramup to a limit of 10% of the total numberof sharescomprisingthe Company'sshare capital,or 5% of the total number of shares comprisingthe Company'sshare capital acquired with a view to being held and subsequently tendered in connectionwith a merger, spin-off or asset transfer. The Companycannot under any circumstanceown at any given time more than 10% of the shares comprisingits share capital. These sharepurchases wouldbe for thepurposesof: managingthe liquiditycontract; a allocating or transferring shares to employees in respect of a their share of the Companyprofits, EmployeeSavings plans or share buyback programs and to freely allocate shares or any other formof share allocationto membersof staff; cancelingshares; a payment or exchange in connection with merger and a acquisitiontransactions. The maximum share price cannot exceed ten (10) euros per share. These shares may be bought, sold or transferred at any time (except in the event of a public offer of the Company’s shares) by any means (includingblock trades or the use of derivatives)in accordance with the regulations in effect (see below the summary table on the financial resolutions submitted to the shareholders) .

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Amendment of Article 19 of the bylaws (resolution nineteen)

Resolution nineteen concerns the amendment of Article 19 of the bylaws which is aimed at harmonizing this article with Article L.823-1of the FrenchCommercialCode as drafted in Law No. 2016-1691of December 9, 2016, known as the “Sapin II” Law. Henceforward,the appointmentof a substituteStatutoryOrder is only mandatory when the principal Statutory Auditor is natural personor a single-personcompany.

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Natixis Registration Document 2017